ASSIGNMENT No. 14 OF RECEIVABLES IN ADDITIONAL ACCOUNTS,
dated as of May 1, 2000, by and between CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, a national banking corporation organized and existing under the
laws of the United States of America ("Chase USA"), and THE BANK OF NEW YORK, a
banking corporation organized and existing under the laws of the State of New
York (the "Trustee") pursuant to the Pooling and Servicing Agreement referred to
below.
W I T N E S S E T H:
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WHEREAS, Chase USA, as Transferor on and after June 1, 1996,
The Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer,
and the Trustee are parties to the Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999 (hereinafter as such
agreement may have been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement");
WHEREAS, pursuant to the Pooling and Servicing Agreement,
Chase USA wishes to designate Additional Accounts of Chase USA to be included as
Accounts and to convey the Receivables of such Additional Accounts, whether now
existing or hereafter created, to the Trust as part of the corpus of the Trust
(as each such term is defined in the Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;
NOW, THEREFORE, Chase USA and the Trustee hereby agree as
follows:
1. Defined Terms. All terms defined in the Pooling
and Servicing Agreement and used herein shall have such defined
meanings when used herein, unless otherwise defined herein.
"Addition Date" shall mean, with respect to the
Additional Accounts designated hereby, May 1, 2000.
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"Notice Date" shall mean, with respect to the
Additional Accounts designated hereby, April 7, 2000.
2. Designation of Additional Accounts. Chase USA
shall deliver to the Trustee not later than five Business Days after
the Addition Date, a computer file or microfiche list containing a true
and complete list of each MasterCard and VISA account which as of the
Addition Date shall be deemed to be an Additional Account, such
accounts being identified by account number and by the amount of
Receivables in such accounts as of the close of business on the
Addition Date. Such list shall be delivered five Business Days after
the date of this Agreement and shall be marked as Schedule 1 to this
Assignment and, as of the Addition Date, shall be incorporated into and
made a part of this Assignment.
3. Conveyance of Receivables.
X. Xxxxx USA does hereby transfer, assign, set-over
and otherwise convey to the Trust for the benefit of the
Certificateholders, without recourse on and after the Addition Date,
all right, title and interest of Chase USA in and to the Receivables
now existing and hereafter created in the Additional Accounts
designated hereby, all monies due or to become due with respect thereto
(including all Finance Charge Receivables) and all proceeds of such
Receivables, Recoveries, Interchange, Insurance Proceeds relating to
such Receivables and the proceeds of any of the foregoing.
B. In connection with such transfer, Chase USA agrees
to record and file, at its own expense, a financing statement with
respect to the Receivables now existing and hereafter created in the
Additional Accounts designated hereby (which may be a single financing
statement with respect to all such Receivables) for the transfer of
accounts as defined in Section 9-106 of the UCC as in effect in the
State of New York meeting the requirements of applicable state law in
such manner and such jurisdictions as are necessary to perfect the
assignment of such Receivables to the Trust, and to deliver a file-
stamped copy of such financing statement or other evidence of such
filing (which may, for purposes of this Section 3, consist of telephone
confirmation of such filing) to the Trustee on or prior to the date of
this Agreement.
C. In connection with such transfer, Chase USA
further agrees, at its own expense, on or prior to the date of this
Assignment to indi-
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cate in its computer files that Receivables created in connection with
the Additional Accounts designated hereby have been transferred to the
Trust pursuant to this Assignment for the benefit of the
Certificateholders.
X. Xxxxx USA hereby grants to the Trustee a security
interest in all of Chase USA's right, title and interest in, to and
under the Receivables now existing and hereafter created in the
Additional Accounts designated hereby, all monies due or to become due
with respect to such Receivables, Insurance Proceeds relating to such
Receivables, Recoveries, Interchange and the proceeds to any of the
foregoing to secure a loan in an amount equal to the unpaid principal
amount of the Investor Certificates issued or to be issued pursuant to
the Pooling and Servicing Agreement and the interests accrued at the
related Certificate Rates, and this Agreement shall constitute a
security agreement under applicable law.
4. Acceptance by Trustee. The Trustee hereby
acknowledges its acceptance on behalf of the Trust for the benefit of
the Certificateholders of all right, title and interest previously held
by Chase USA in and to the Receivables now existing and hereafter
created, and declares that it shall main tain such right, title and
interest, upon the Trust herein set forth, for the benefit of all
Certificateholders.
5. Representations and Warranties of Chase USA. Chase
USA hereby represents and warrants to the Trust as of the Addition
Date:
A. Legal, Valid and Binding Obligation. This
Assignment constitutes a legal, valid and binding obligation of Chase
USA enforceable against Chase USA in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting the enforcement of creditors' rights in
general and the rights of creditors of banking associations and except
as such enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity).
B. Eligibility of Accounts and Receivables. Each
Additional Account designated hereby is an Eligible Account and each
Receivable in such Additional Account is an Eligible Receivable.
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C. Selection Procedures. No selection procedures
believed by Chase USA to be materially adverse to the interests of the
Investor Certificateholders were utilized in selecting the Additional
Accounts designated hereby from the available Eligible Accounts in the
Bank Portfolio.
D. Insolvency. Chase USA is not insolvent and, after
giving effect to the conveyance set forth in Section 3 of this
Assignment, will not be insolvent.
E. Security Interest. This Assignment constitutes
either: (i) a valid transfer and assignment to the Trust of all right,
title and interest of Chase USA in and to Receivables now existing and
hereafter created in the Additional Accounts designated hereby, and
all proceeds (as defined in the UCC) of such Receivables and Insurance
Proceeds relating thereto, and such Receivables and any proceeds
thereof and Insurance Proceeds relating thereto will be held by the
Trust free and clear of any Lien of any Person claiming through or
under Chase USA or any of its Affiliates except for (x) Liens permitted
under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the
interest of the holder of the Transferor Certificate and (z) Chase
USA's right to receive interest accruing on, and investment earnings in
respect of, the Finance Charge Account and the Principal Account as
provided in the Pooling and Servicing Agreement; or (ii) a grant of a
security interest (as defined in the UCC) in such property to the
Trust, which is enforceable with respect to existing Receivables of
the Additional Accounts, the proceeds (as defined in the UCC) thereof
and Insurance Proceeds relating thereto, upon the conveyance of such
Receivables to the Trust, and which will be enforceable with respect to
the Receivables thereafter created in respect of Additional Accounts
designated hereby, the proceeds (as defined in the UCC) thereof and
Insurance Proceeds relating thereto, upon such creation; and (iii) if
this Assignment constitutes the grant of a security interest to the
Trust in such property, upon the filing of a financing statement
described in Section 3 of this Assignment with respect to the
Additional Accounts designated hereby and in the case of the
Receivables of such Additional Accounts thereafter created and the
proceeds (as defined in the UCC) thereof, and Insurance Proceeds
relating to such Receivables, upon such creation, the Trust shall have
a first priority perfected security
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interest in such property (subject to Section 9-306 of the UCC
as in effect in the State of Delaware), except for Liens
permitted under subsection 2.5(b) of the Pooling and Servicing
Agreement.
F. Breach of Representations and Warranties. The
provision set forth in Section 2.4(d) of the Pooling and Servicing
Agreement shall be applicable to any breach of the representations and
warranties of this Section 5 with respect to any Receivable.
6. Conditions Precedent. The acceptance by the
Trustee set forth in Section 4 and the amendment of the Pooling and
Servicing Agreement set forth in Section 7 are subject to the
satisfaction, on or prior to the Addition Date, of the following
conditions precedent:
A. Officer's Certificate. Chase USA shall have
delivered to the Trustee a certificate of a Vice President or
more senior officer substantially in the form of Schedule 2
hereto, certifying that (i) all requirements set forth in
Section 2.6 of the Pooling and Servicing Agreement for
designating Additional Accounts and conveying the Principal
Receivables of such Account, whether now existing or
hereafter created, have been satisfied and (ii) each of the
representations and warranties made by Chase USA in Section 5
is true and correct as of the Addition Date. The Trustee may
conclusively rely on such Officer's Certificate, shall have no
duty to make inquiries with regard to the matters set forth
therein, and shall incur no liability in so relying.
B. Opinion of Counsel. Chase USA shall have deliv-
ered to the Trustee an Opinion of Counsel with respect to the
Additional Accounts designated hereby substantially in the
form of Exhibit E to the Pooling and Servicing Agreement.
C. Additional Information. Chase USA shall have
delivered to the Trustee such information as was reasonably
requested by the Trustee to satisfy itself as to the accuracy
of the representation and warranty set forth in subsection
5(d) to this Agreement.
7. Amendment of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement is hereby amended to provide that
all
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references therein to the "Pooling and Servicing Agreement," to "this
Agreement" and "herein" shall be deemed from and after the Addition
Date to be a dual reference to the Pooling and Servicing Agreement as
supplemented by this Assignment and by Assignment No. 1 of Receivables
in Additional Accounts, dated as of July 1, 1996, Assignment No. 2 of
Receivables in Additional Accounts, dated as of September 1, 1996,
Assignment No.3 of Receivables in Additional Accounts, dated as of
December 1, 1997, Assignment No. 4 of Receivables in Additional
Accounts, dated as of February 1, 1998, Assignment No. 5 of Receivables
in Additional Accounts, dated as of April 1, 1998, Assignment No. 6 of
Receivables in Additional Accounts, dated as of August 1, 1998,
Assignment No. 7 of Receivables in Additional Accounts, dated as of
November 1, 1998, Assignment No. 8 of Receivables in Additional
Accounts, dated as of February 1, 1999, Assignment No. 9 of Receivables
in Additional Accounts, dated as of April 1, 1999, Assignment No. 10 of
Receivables in Additional Accounts, dated as of July 1, 1999,
Assignment No. 11 of Receivables in Additional Accounts, dated as of
October 1, 1999, Assignment No. 12 of Receivables in Additional
Accounts, dated as of February 1, 2000, Assignment No. 13 of
Receivables in Additional Accounts, dated as of April 1, 2000,
Reassignment No. 1 of Receivables in Removed Accounts, dated as of
September 30, 1997 and Reassignment No. 2 of Receivables in Removed
Accounts, dated as of December 1, 1997. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and
conditions to the Pooling and Servicing Agreement shall remain
unamended and shall continue to be, and shall remain, in full force
and effect in accordance with its terms and except as expressly
provided herein shall not constitute or be deemed to constitute a
waiver of compliance with or a consent to noncompliance with any term
or provisions of the Pooling and Servicing Agreement.
8. Counterparts. This Assignment may be executed in
two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which
together shall constitute one and the same instrument.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
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RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the undersigned have caused this
Assignment of Receivables in Additional Accounts to be duly executed
and delivered by their respective duly authorized officers on the day
and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By:_______________________
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:_______________________
Name:
Title:
Schedule 1
to Assignment of
Receivables in
Additional Accounts
ADDITIONAL ACCOUNTS
